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South Indian Bank Ltd. Proxy Solicitation & Information Statement 2026

May 15, 2026

61974_rns_2026-05-15_8173077b-6594-4974-aae2-385bd20d5524.pdf

Proxy Solicitation & Information Statement

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DEPT: SECRETARIAL
REF. No.: SEC/ST.EX.STT/23/2026-27
DATE : May 15, 2026

SOUTH INDIAN Bank
EXPERIENCE NEXT-GEN BANKING

| National Stock Exchange of India Ltd.,
Exchange Plaza, 5th Floor,
Plot No.C/1, G Block,
Bandra-Kurla Complex, Bandra (E),
Mumbai – 400 051.
SCRIP CODE: SOUTHBANK | BSE Ltd.
Department of Corporate Services (Listing),
First Floor, New Trading Wing,
Rotunda Building, P J Towers,
Dalal Street, Fort, Mumbai – 400 001.
SCRIP CODE: 532218 |
| --- | --- |

Dear Madam/ Sir,

Sub: Intimation under Regulation 30 and 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 – Notice of Postal Ballot

Pursuant to Regulation 30 and 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), we are enclosing herewith the Notice of Postal Ballot dated May 06, 2026, seeking approval of the Members of The South Indian Bank Ltd. (“the Bank”) on the following items of business set out in the notice through electronic means (via remote e-voting only), in compliance with the relevant circulars issued by the Ministry of Corporate Affairs (“MCA”) and the Securities and Exchange Board of India (“SEBI”) in this regard:

Sl. No. Particulars Type of Resolution
1 To approve remuneration payable to Sri. Jose Joseph Kattoor (DIN: 09213852) existing Independent Director as Non-Executive – Part time Chairman of the Bank and to approve his terms and conditions of appointment. Ordinary Resolution
2 To appoint Sri. Thomson Thomas (DIN: 06948598) as Independent Director of the Bank. Special Resolution

Further, in compliance with Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings / conducting postal ballot process through voting by electronic means (“remote e-voting”), in compliance with Companies Act, 2013 read with General Circulars issued by the Ministry of Corporate Affairs (MCA) and all other applicable laws and circulars issued by MCA, Government of India and Securities and Exchange Board of India (SEBI) in this regard, Notice of Postal Ballot is being sent by email to all the Members whose email ID is registered with the Bank/Registrar & Share Transfer Agent/Depository Participants. Members whose names appear in the Register of Members/ Register of Beneficial Owners as on Friday, May 08, 2026 ('Cut-off date').

The South Indian Bank Ltd., Regd. Office: Thrissur, Kerala
Head Office: S.I.B. House, T.B. Road, P.B. No: 28, Thrissur - 680001, Kerala
(Tel) 0487-2420 020, (Fax) 91 487-244 2021, e-mail: [email protected]
CIN: L65191KL 1929PLC001017, Toll Free (India) 1800-102-9408, 1800-425-1809 (BSNL)
www.southindianbank.bank.in


DEPT: SECRETARIAL

SOUTH INDIAN Bank
EXPERIENCE NEXT-GEN BANKING

The Bank has engaged Central Depository Services (India) Limited for facilitating remote e-voting to enable the Members to cast their votes electronically for voting on the resolution set out in the Notice of Postal Ballot. The remote e-voting shall commence on Saturday, May 16, 2026, at 09:00 AM(IST) and shall end on Sunday, June 14, 2026, at 5:00 PM (IST).

The Postal Ballot Notice is being uploaded on the Bank's website under https://www.southindianbank.bank.in/investors-desk/postal-ballot-sub/financial-year-2026-27 and on the website of Central Depository Services (India) Limited at www.evotingindia.com

The result of the postal ballot will be declared within two working days from the conclusion of remote e-voting process. The result of the e-voting and the Scrutinizer's report will be submitted to the Stock exchanges as required under Listing Regulations and will also be placed on the website of the Bank at https://www.southindianbank.bank.in

Kindly take the information on record.

Yours faithfully,

JIMMY
Digitally signed by JIMMY MATHEW
Date: 2026.05.15 17:13:41 +05'30'

MATHEW
(JIMMY MATHEW)
COMPANY SECRETARY

Encl: as above

The South Indian Bank Ltd., Regd. Office: Thrissur, Kerala
Head Office: S.I.B. House, T.B. Road, P.B. No: 28, Thrissur - 680001, Kerala
(Tel) 0487-2420 020, (Fax) 91 487-244 2021, e-mail: [email protected]
CIN: L65191KL 1929PLC001017, Toll Free (India) 1800-102-9408, 1800-425-1809 (BSNL)
www.southindianbank.bank.in


SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

The South Indian Bank Limited
Registered Office: SIB House, Mission Quarters, T.B Road,
Thrissur- 680 001, Kerala Tel: +91-487-2420020, 2429333
Email: [email protected] Web: www.southindianbank.bank.in
CIN: L65191KL1929PLC001017

NOTICE OF POSTAL BALLOT

E-VOTING COMMENCES ON E-VOTING CONCLUDES ON
Saturday, May 16, 2026
09:00 AM(IST) Sunday, June 14, 2026
5:00 PM (IST)

To
The Members,
The South Indian Bank Limited.

NOTICE is hereby given that pursuant to the provisions of Section 108, 110 and all other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014, (the ‘Rules’) Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India, guidelines prescribed by the Ministry of Corporate Affairs (the “MCA”), Government of India, for holding general meetings / conducting postal ballot process through voting by electronic means (“remote e-voting”) vide General Circular Nos. 14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 8, 2021, 3/2022 dated May 5, 2022, 11/2022 dated December 28, 2022, 09/2023 dated September 25, 2023, 09/2024 dated September 19, 2024 and 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs (collectively, the “MCA Circulars”) pertaining to the holding of general meetings / conducting postal ballot process through voting by electronic means (“remote e-voting”), SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, SEBI circular No. SEBI/HO/CFD/CFD-PoD-2/P/CIR/2023/167 dated October 07, 2023, updated SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 and any other relevant Acts, Rules, regulations, circulars and notifications (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force), the resolutions set out in this notice are proposed for approval of the members of The South Indian Bank Limited (“the Bank”), through postal ballot through electronic means (via remote e-voting) only, as set out below:

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

Special Business:

Item No. 1: To approve remuneration payable to Sri. Jose Joseph Kattoor (DIN: 09213852) existing Independent Director as Non-Executive – Part time Chairman of the Bank and to approve his terms and conditions of appointment.

To consider and if thought fit, to pass the following resolution, as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 10B and 35B of the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment thereof for the time being in force) and the Rules, Circulars and Guidelines issued by the Reserve Bank of India, the applicable provisions of the Companies Act, 2013 and the rules made thereunder (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force), the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (including any statutory amendment(s) or modification(s) or re-enactment(s) thereof for the time being in force), read with clause 95, 121 and 122 of Bank’s Articles of Association and as per the approval granted by the Reserve Bank of India vide letter No. CO.DOR.HGG.No.S8248/08-51-001/2025-2026 dated February 03, 2026 (“the RBI Approval”), as recommended by the Nomination and Remuneration Committee and Board of Directors of the Bank, approval of the Members of the Bank be and is hereby accorded for the payment of Honorarium of Rs.25,00,000.00 (Rupees Twenty-Five Lakh only) per annum as remuneration to Sri. Jose Joseph Kattoor (DIN: 09213852) (Non-Executive Independent Director) in his capacity as Non-Executive Part-time Chairman of the Bank with effect from March 23, 2026 to March 22,2029 (both days inclusive) being the term for which he is appointed as Non-Executive Part-time Chairman of the Bank as approved by the RBI, in addition to the sitting fees and reimbursement of other expenses for attending Board/Committee meetings of the Bank as paid to other Non - Executive Directors, and to approve the terms and conditions of appointment, brief particulars whereof have been set out in the annexed Explanatory Statement.

RESOLVED FURTHER THAT Managing Director & CEO and/or Company Secretary of the Bank be and are hereby severally/ jointly authorised to execute all such agreements, documents, instruments and writings as deemed necessary, file requisite forms or applications with the Reserve Bank of India, Ministry of Corporate Affairs or any other statutory/regulatory authorities, with the power to settle all questions, difficulties or doubts that may arise, in this regard, as he/she may in its sole and absolute discretion deem fit and to do all such acts, deeds, matters and things as may be considered necessary and appropriate and the Board of the Bank (including any Committee thereof) may delegate all or any of aforesaid powers to any Director(s)/Officer(s) of the Bank, to give effect to this resolution.”


SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

Item No. 2: To appoint Sri. Thomson Thomas (DIN: 06948598) as Independent Director of the Bank

To consider and if thought fit, to pass the following resolution, as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Sections 149, 150, 152, 160 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 ("Act") (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and any other applicable rules, if any, Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), as amended from time to time, Section 10A and such other applicable provisions of the Banking Regulation Act, 1949 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Rules, Circulars and Guidelines issued by the Reserve Bank of India ("RBI"), from time to time, and the provisions of the Articles of Association of the Bank and further based on the recommendations of the Nomination & Remuneration Committee / Board of Directors of the Bank confirming that Sri. Thomson Thomas (DIN: 06948598) is meeting the skills and capabilities required for the role identified as detailed in the explanatory statement and the profile attached to this notice, and Sri. Thomson Thomas (DIN: 06948598) who have submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and who is eligible to be appointed as an Independent Director of the Bank and in respect of whom the Bank has received a notice in writing, proposing his candidature for the office of Director of the Bank, and who was appointed as an Additional Independent Director pursuant to Section 161(1) of the Companies Act, 2013 with effect from 23rd March 2026, be and is hereby appointed as an Independent Director of the Bank, for the purpose of Section 149 of the Companies Act, 2013 and Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 for a period of three (3) consecutive years with effect from 23rd March 2026, not liable to retire by rotation."

By Order of the Board of Directors

Sd/-

Jimmy Mathew

Company Secretary

Place: Thrissur,

Date: May 06, 2026

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

NOTES

  1. An explanatory statement pursuant to Sections 102 and 110 of the Companies Act, 2013 (the "Act"), setting out all material facts and rationale relating to the resolutions for Item Nos. 1 and 2 in this Notice is appended herein below for information and consideration of Members and the same should be considered as part of this Notice.

  2. Brief profile and other requisite details about the appointment of directors, remuneration and other terms of appointment pursuant to Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard on General Meetings ("SS-2") issued by the Institute of Company Secretaries of India, is annexed hereto and forms part of this notice.

  3. Relevant documents referred to in this Notice shall be available for inspection electronically by the Members until 5:00 p.m. (IST) of the last date of remote e-voting of this Postal Ballot i.e. June 14, 2026. Members who wish to inspect the documents are requested to send an email to [email protected] mentioning their name, folio no. / client ID and DP ID, and the documents they wish to inspect, with a self-attested copy of their PAN card attached to the email.

  4. The Board of Directors of the Bank, at its meeting held on May 06, 2026, have appointed Sri. P. D. Vincent, Practicing Company Secretary (Managing Partner SVJS & Associates, Company Secretaries) or failing him, Sri. Jayan K, Practicing Company Secretary (Partner SVJS & Associates, Company Secretaries), as the Scrutinizer, for conducting the Postal Ballot process in a fair and transparent manner.

  5. In accordance with the MCA circulars and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), the Bank is sending the Postal Ballot Notice in electronic form only, instead of dispatching hard copy of the Notice along with Postal Ballot Form and pre-paid business reply envelope to the Members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the Members would take place through remote e-voting only.

  6. The Postal Ballot Notice is being sent only by e-mail to all Members, whose names appear in the Register of Members / Register of Beneficial Owners maintained by the Depositories, National Securities Depository Limited (the "NSDL") and Central Depository Services (India) Limited (the "CDSL") as on Friday, May 08, 2026 (the "Cut-Off Date") and who have registered their e-mail addresses, in respect of electronic holdings, with the Depository through the concerned Depository Participants and in respect of physical holdings, with the Registrar and Share Transfer Agent of the Bank, M/s. MUFG Intime India Private Limited

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

(the "RTA"), in accordance with the provisions of the Act read with the rules made thereunder and the framework provided under the MCA circulars. Cut-Off Date is for determining the eligibility to vote by electronic means. A person who is not a Member as on the Cut-Off Date should treat this Notice for information purposes only. This Notice is also available at the Bank’s website https://www.southindianbank.bank.in and the websites of the Stock Exchanges i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com and on the website of CDSL at www.evotingindia.com.

  1. In compliance with the provisions of Sections 108 and 110 and other applicable provisions of the Act, read with the Companies (Management and Administration) Rules, 2014 and Regulation 44 of the SEBI Listing Regulations as amended from time to time, read with updated SEBI Master circular dated January 30, 2026, on remote e-voting facility provided by listed entities, and the applicable MCA circulars, the Bank is pleased to offer remote e-voting facility to Members to cast their vote electronically.

  2. The Bank has engaged Central Depository Services (India) Limited (hereinafter referred to as CDSL or "Service Provider") for facilitating remote e-voting to enable the Members to cast their votes electronically for voting on the resolution set out in this Postal Ballot Notice, instead of dispatching Postal Ballot Form for this Postal Ballot.

  3. After dispatch of the notice of postal ballot through e-mail, advertisement will be published in one English Daily and in one Malayalam newspaper, each having vide circulation in the district where the registered office of the Bank is situated and will also be hosted in the Bank’s website https://www.southindianbank.bank.in, under Investor Desk>>>Postal Ballot>>>Financial Year 2026-27>>> Postal Ballot Notice dated May 06, 2026.

  4. To facilitate the Members who are eligible to vote as on Cut-Off Date and have not registered their e-mail address with the Bank, the Bank has made special arrangements with its RTA, for registration of e-mail addresses in accordance with the MCA circulars. For Members who have not registered their e-mail addresses, the process for registration of e-mail address is furnished below.

Physical Holding Send relevant documents to the RTA, M/s. MUFG Intime India Private Limited, Surya 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore-641028. Form ISR-1 is available on the Bank’s website at https://www.southindianbank.bank.in/investors-desk/shareholder-sub/investors-service-request-form-other-disclosures

SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

Demat Holding By contacting Depository Participant (“DP”) and registering e-mail address and mobile number in demat account, as per the process advised by the DP.

Those Members who have already registered their e-mail address are requested to keep their e-mail addresses validated with their DP / the Bank’s RTA, to enable servicing of notices, documents, annual reports and other communications electronically to their e-mail address in future.

11. General Information for Members:

(i) Members holding shares in physical form are requested to note that in terms of Regulation 40 of the SEBI Listing Regulations, as amended, the securities of listed companies can be transferred only in dematerialized form and transmission, or transposition of securities held in physical or dematerialized form shall be effected only in dematerialized form. In view of the above and to eliminate risks associated with physical transfer of securities, Members holding Equity Shares of the Bank in physical form are requested to consider converting their holdings to dematerialized form. Members can contact the RTA of the Bank for assistance in this regard.

(ii) In compliance with SEBI Master Circular No. HO/38/13/(4)202-MIRSD-POD/I/4298/2026 dated February 06, 2026, for Registrars to an Issue and Share Transfer Agents, Section V – Investor’s Service Request, Para 20 on Common and Simplified Norms for processing investor's service request by RTAs and norms for furnishing PAN, KYC details and Nomination, and read with SEBI Circular No. SEBI/HO/MIRSD/POD-1/P/CIR/2023/181 dated November 17, 2023, SEBI/HO/MIRSD/POD-1/P/CIR/2024/81 dated June 10, 2024 and other applicable circulars if any, it shall be mandatory for all holders of physical securities in listed companies to furnish PAN, Nomination, Contact details, Bank A/c details and Specimen signature for their corresponding folio numbers. Therefore shareholders are requested to Mandatorily furnish (a) PAN and KYC details, (b) Nomination (Either Nomination through Form SH-13 or cancellation or variation in nomination through Form SH-14 as provided in the Rules 19 of Companies (Shares capital and debenture) Rules, 2014 or ‘Declaration to Opt-out’, as per Form ISR-3), (c) Contact details: Postal address with PIN, Mobile number, E-mail address (d) Bank account details (bank name and branch, bank account number, IFS code) (e) Specimen signature. The forms are made available in Bank’s website at: https://www.southindianbank.bank.in/investors-desk/shareholder-sub/investors-service-request-form-other-disclosures

(iii) The formats for Nomination and updation of KYC details in accordance with the SEBI Circular are available on the website of the RTA (https://in.mpms.mufg.com) and under “Shareholder Information” section of the website of the Bank


SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

(https://www.southindianbank.bank.in/investors-desk/shareholder-sub/investors-service-request-form-other-disclosures).

(iv) SEBI vide its circular dated May 30, 2022, has prescribed Standard Operating Procedures for dispute resolution under the Stock Exchange arbitration mechanism for a dispute between a Listed Company and/or RTA and its Shareholders(s)/investor(s). The same is made available in the Bank's website at https://www.southindianbank.bank.in/ckeditor/upload/sop_for_dispute_resolution_under_the_stock_exchange_arbitration_mechanism%20(1).pdf and the communication to investors under SEBI Circular No. SEBI/HO/OIAE/ 2023/03394 dated January 27, 2023 had been hosted on the website of the Bank at https://www.southindianbank.bank.in/content/shareholders-information/858.

12. The instructions for Members for remote e-voting are as under:

a) The remote e-voting period commences on Saturday, May 16, 2026, at 9:00 AM (IST) and ends on Sunday, June 14, 2026 at 5:00 PM (IST). During this period, the Members of the Bank, holding shares either in physical form or in dematerialized form, as on the Cut-Off Date may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter and voting shall not be allowed beyond the said date and time. Once the vote on the resolution is cast by the Member, he/she shall not be allowed to change his/her vote subsequently or cast the vote again. There will be one login for every Folio / Client ID irrespective of the number of joint holders. The voting rights of the Members shall be in proportion to their shares in the total paid-up equity share capital of the Bank as on the Cut-off date.

b) Pursuant to SEBI Master Circular No. SEBI/HO/CFD/PoD2/CIR/P/2023/120 dated July 11, 2023, updated Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 and Regulation 44 of SEBI Listing Regulations, listed entities are required to provide remote e-voting facility to its Shareholders, in respect of all Shareholders' resolutions, and individual Shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email ID in their demat accounts in order to access remote e-voting facility. Pursuant to aforesaid SEBI Circular, login method for remote e-voting for Individual Shareholders holding securities in demat mode with CDSL / NSDL is given below:


SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

THE INSTRUCTIONS OF SHAREHOLDERS FOR REMOTE E-VOTING:

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(i) The voting period begins on Saturday May 16, 2026 at 9:00 AM (IST) and ends on Sunday June 14, 2026 at 5:00 PM (IST). During this period shareholders of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, May 08, 2026 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Pursuant to SEBI Circular No. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated 09.12.2020, and Master circular HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 Issued on: July 11, 2023 Last updated on: January 30, 2026, under Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, listed entities are required to provide remote e-voting facility to its shareholders, in respect of all shareholders' resolutions. However, it has been observed that the participation by the public non-institutional shareholders/retail shareholders is at a negligible level.

Currently, there are multiple E-voting Service Providers (ESPs) providing e-voting facility to listed entities in India. This necessitates registration on various ESPs and maintenance of multiple user IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been decided to enable e-voting to all the demat account holders, by way of a single login credential, through their demat accounts/ websites of Depositories/ Depository Participants. Demat account holders would be able to cast their vote without having to register again with the ESPs, thereby, not only facilitating seamless authentication but also enhancing ease and convenience of participating in e-voting process.

Step 1: Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding shares in demat mode.


SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

(iii) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Pursuant to above said SEBI Circular, Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

Type of shareholders Login Method
Individual Shareholders holding securities in Demat mode with CDSL Depository 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL website www.cdslindia.com and click on login icon & My Easi New (Token) Tab.
2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the e-voting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see eVoting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly.
3. If the user is not registered for Easi/Easiest, option to register is available at CDSL website www.cdslindia.com and click on login & My Easi New (Token) Tab and then click on registration option.
4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered

SOUTH INDIAN Bank
EXPERIENCE NEXT-GEN BANKING

Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.
Individual Shareholders holding securities in demat mode with NSDL Depository 1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL: https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to register is available at https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
3) Visit the e-Voting website of NSDL. Open web browser by typing the following URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

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SOUTH INDIAN Bank
EXPERIENCE NEXT-GEN BANKING

4) For OTP based login you can click on https://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp
You will have to enter your 8-digit DP ID, 8-digit Client Id, PAN No., Verification code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting.

Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)
You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at above mentioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type Helpdesk details
Individual Shareholders holding securities in Demat mode with CDSL Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] or contact at toll free no. 1800 21 09911

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Individual Shareholders holding securities in Demat mode with NSDL Members facing any technical issue in login can contact NSDL helpdesk by sending a request at [email protected] or call at : 022 - 4886 7000 and 022 - 2499 7000

Step 2: Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-individual shareholders in demat mode.

(iv) Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com
2) Click on "Shareholders" module.
3) Now enter your User ID

a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.
5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

• Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB) Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.
• If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

(v) After entering these details appropriately, click on “SUBMIT” tab.

(vi) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.

(vii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(viii) Click on the EVSN (EVSN No: 260507002) for relevant company (The South Indian Bank Limited) on which you choose to vote.

(ix) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

(x) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.


SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

(xi) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

(xii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xiv) If a demat account holder has forgotten the login password, then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xv) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.

(xvi) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

  • Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
  • A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
  • After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
  • The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
  • It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
  • Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

viz; [email protected], if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES.

  1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company (at [email protected]) /RTA (at [email protected]).

  2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)

  3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800 21 09911

All grievances connected with the facility for voting by electronic means may be addressed to Sri. Rakesh Dalvi, AVP, (CDSL,) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no. 1800 21 09911

  1. The Scrutinizer will submit the results of the remote e-voting to the Chairman of the Bank or the Authorized Officer(s) of the Bank after completion of the scrutiny of the e-voting. The result of the Postal Ballot along with the Scrutinizer's Report shall be released on or before Tuesday June 16, 2026; 05:00 PM(IST) at the Bank's Registered Office and will be displayed on the Bank's website https://www.southindianbank.bank.in, on the website of CDSL at www.evotingindia.com and shall be communicated to the Stock Exchanges where the Bank's shares are listed i.e. BSE Limited at www.bseindia.com and National Stock Exchange of India Limited at www.nseindia.com, within the said two (2) working days from the end of the e-voting period.

  2. Resolutions passed by the Members through Postal Ballot are deemed to have been passed as if the same were passed at a general meeting of the Members convened in that regard.


SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

The resolution(s), if approved by the requisite majority of Members by means of Postal Ballot, shall be deemed to have been passed on the last date of remote e-voting, i.e. Sunday, June 14, 2026.

  1. The Ministry of Corporate Affairs has taken a ‘Green Initiative in Corporate Governance’ by allowing Companies to send documents to their members in electronic mode. To support this green initiative and to receive communications from the Bank in electronic mode, Members who have not registered their e-mail addresses and are holding shares in physical form are requested to contact the RTA of the Bank and register their e-mail address. Members holding shares in demat form are requested to contact their DPs. Members may please note that notice and other documents as required under Companies Act/ rules made thereunder and SEBI Regulations will be available on the Bank’s website at https://www.southindianbank.bank.in. Members will be entitled to receive the said documents in physical form free of cost at any time upon request.

  2. All correspondence relating to shares and dividend should be addressed to the Registrar and Share Transfer Agent of the Bank, viz: M/s. MUFG Intime India Private Limited, Surya 35, Mayflower Avenue, Behind Senthil Nagar, Sowripalayam Road, Coimbatore-641028 having Phone No.: 0422-2314792 and E-mail: [email protected]

  3. Members may contact the Bank, RTA or CDSL for conveying grievances, if any, relating to the conduct of the postal ballot, at the following address:

The South Indian Bank Limited,
CIN: L65191KL1929PLC001017
Registered Office:
“SIB House”, Mission Quarters,
T.B Road, Thrissur- 680 001,
Kerala Tel: +91-487-2420020, 2429333
Email: [email protected]
Web: www.southindianbank.bank.in

M/s. MUFG Intime India Private Limited,
Surya 35, Mayflower Avenue,
Behind Senthil Nagar,
Sowripalayam Road,
Coimbatore-641028
Phone: 0422-2314792,4958995, 2539835/36
E-mail: [email protected]
Web : https://in.mpms.mufg.com

Central Depository Services (India) Limited,
A Wing, 25th Floor, Marathon Futurex,
Mafatlal Mill Compounds, N M Joshi Marg,
Lower Parel (East), Mumbai – 400013
email : [email protected]
Toll free no. 1800 21 09911

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Statement of Material facts as required under Section 102(1) of the Companies Act, 2013 annexed to and forming part of the Notice of postal Ballot dated May 06, 2026

Item No. 1: To approve remuneration payable to Sri. Jose Joseph Kattoor (DIN: 09213852) existing Independent Director as Non-Executive – Part time Chairman of the Bank and to approve his terms and conditions of appointment.

The term of appointment of Sri. V J Kurian, (DIN: 01806859) Non-Executive Part-time Chairman of the Bank has completed on 22nd March 2026. In this regard the Board, subject to approval of RBI, vide agenda no DBR/SEC/S-178/2025-26 dated 25th November 2025 has resolved to appoint Sri. Jose Joseph Kattoor (DIN: 09213852) as Non-Executive Part Time Chairman of the Bank and the application for the same has been submitted to RBI for its approval. The Reserve Bank of India vide its letter no. CO.DOR.HGG.No.S8248/08-51-001/2025-2026 dated February 03, 2026 has conveyed approval for the appointment of Sri. Jose Joseph Kattoor (DIN: 09213852) existing Independent Director, as the Non-Executive Part Time Chairman of the Bank with effect from March 23, 2026 to March 22, 2029 (both days inclusive) in terms of section 10B(1A) of the Banking Regulation Act, 1949. Further on getting the Reserve Bank of India’s approval, the Board vide resolution no. DBR/ SEC/S-274/2025-26 dated March 21, 2026, has appointed Sri. Jose Joseph Kattoor, existing Independent Director as Non-Executive Part Time Chairman of the Bank for a period of three years with effect from March 23, 2026 subject to approval of remuneration and terms & conditions of appointment by shareholders of the Bank.

Sri. Jose Joseph Kattoor (DIN: 09213852), who was appointed as an Additional Director (Independent Director) pursuant to Section 161(1) of the Companies Act, 2013 on 18th July, 2024, was appointed as an Independent Director of the Bank by Shareholders at the 96th AGM held on August 27, 2024 for a period of three (3) consecutive years and he is eligible to be re-appointed for a second term as Independent Director in terms of the provisions of Section 149 of the Companies Act, 2013, subject to the approval of shareholders by way of a special resolution. Sri. Jose Joseph Kattoor, besides being in the Board of the Bank as Independent Director, has also been acting as Chairman and member of various committees of Board of the Bank.

The terms and conditions of appointment as approved by the Reserve Bank of India is as follows:

Sl. No. Particulars Amount
1 Salary Honorarium of Rs. 25,00,000/- (Rupees Twenty-Five Lakhs only) per annum
2 Sitting Fees and other allowance, if any Sitting fees for attending the Board and Committee meetings of the Board as applicable to other Non-Executive Directors of the Bank.
3 Telephone Allowance Rs.60,000/- p.a

SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

Perquisites
1 Free use of Bank’s car
(i) for official purposes Yes
(ii) for private purpose on compensating the bank with suitable amount. Bank’s car will be provided for official and personal use.

If used for personal purpose, recovery of Rs.250/- p.m. up to 750 Kms. Charges for private use of the car in excess of 750 Kms p.m. will be 60% of the rate fixed by the RTA. |
| 2 | Travelling and Halting Allowances | As applicable to MD & CEO and other Senior Executives of the Bank. |
| 3 | Personal Accident cover | Will be covered under personal accident on official tour by appropriate insurance policy for a sum of Rs. 60 lakhs during his tenure. |

The above remuneration and terms are subject to such changes as may be stipulated by the Reserve Bank of India from time to time and the Board of Directors are authorized to accept such terms, conditions, stipulations, alterations, amendments or modifications, if any, stipulated by the Reserve Bank of India from time to time.

Additional information in respect of Sri. Jose Joseph Kattoor, pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), is given as Annexure to this Notice.

The Nomination and Remuneration Committee and the Board of Directors of the Bank recommends the resolution in relation to the approval of remuneration payable to Sri. Jose Joseph Kattoor (DIN: 09213852) existing Independent Director as Non-Executive – Part time Chairman of the Bank and his terms and conditions of appointment as set out in item No. 1 for approval of the Members by way of an Ordinary Resolution.

Save and except Sri. Jose Joseph Kattoor and/or his relatives, none of the Directors and Key Managerial Personnel or relatives thereof are, in any way, concerned or interested financially or otherwise in passing the resolution set out at Item No. 1.

Item No. 2: To appoint Sri. Thomson Thomas (DIN: 06948598) as Independent Director of the Bank

In order to fill the vacancies in the Board of the Bank on account of retirement of Sri. V J Kurian (DIN: 01806859) Independent Director of the Bank on March 22, 2026, the Board of Directors have appointed Sri. Thomson Thomas (DIN: 06948598) as an Additional Director (Independent Director), as provided under section 161(1) of the Companies Act, 2013 with effect from March 23, 2026.

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

Further as per Regulation 17 (1C) of SEBI (LODR) Regulations, 2015, the listed entity shall ensure that approval of shareholders for appointment or re-appointment of a person on the Board of Directors or as a manager is taken at the next general meeting or within a time period of three months from the date of appointment, whichever is earlier.

The South Indian Bank Limited being a listed company is regulated by the Securities Exchange Board of India. SEBI vide Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 stipulates that the board of directors shall have an optimum combination of executive and non-executive directors with at least one-woman director and not less than fifty per cent of the board of directors shall comprise of Non-Executive Directors.

In this regard the Nomination & Remuneration Committee ('NRC') had assessed the profile of Sri. Thomson Thomas (DIN: 06948598) and having found him to be 'Fit and Proper' in terms of the Reserve Bank of India's Circular on 'Fit and proper' criteria for directors of banks, and after determining his suitability for appointment by undertaking a due diligence process and evaluation in terms of Sections 149, 150, 152, 160 read with Schedule IV of the Act and SEBI regulations. In the opinion of the Board, Sri. Thomson Thomas, fulfils the conditions specified in the Act, the rules made thereunder and SEBI Regulations and that he is independent of the management.

Further proposed capabilities required for the role and the manner in which the proposed person meets such requirements as considered and approved by the Nomination and Remuneration Committee and the Board of Directors are detailed below.

Capabilities required for the role The manner in which the proposed person meets such requirements
Skills and capabilities required: Finance and Accountancy
He is proposed to be appointed as Non-Executive Independent Director Profile:
Sri. Thomson Thomas (DIN: 06948598), aged 66 years, is Chartered Accountant and Principal Partner of Elias George & Co, Chartered Accountants. He is qualified Chartered Accountant with 39 years of distinguished experience in Banking, Finance, Corporate Audit, Corporate Taxation, Risk Management and Corporate Governance. He served as Statutory Central Auditor to three banks and has lead audits of several large and reputed corporate groups across India. He possesses deep and hands on exposure to key regulatory frameworks including RBI, SEBI, the Companies Act, and the Income Tax Act. He has successfully handled complex tax litigations for some of the leading companies in Kerala, providing strategic and practical solutions. He is recognised for strong professional judgement, independence, and a governance-focused approach to financial oversight and risk management.

SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

Manner in which he meets such requirements:

He is proposed to be appointed as Non-Executive Independent Director. He is a qualified Chartered Accountant, Principal Partner of Elias George & Co, Chartered Accountants, with 39 years of distinguished experience in Banking, Finance, Corporate Audit, Corporate Taxation, Risk Management and Corporate Governance. He served as Statutory Central Auditor to three banks and has lead audits of several large and reputed corporate groups across India. Hence considering his qualification, experience and expertise he is a fit candidate to be appointed as Non-Executive Independent Director under majority category under Finance and Accountancy.

Sri. Thomson Thomas (DIN: 06948598) has submitted a declaration that he meets the criteria for independence as provided in the Act and Listing Regulations and he is eligible to be appointed as an Independent Director of the Bank. The Bank has received a notice in writing, proposing his candidature for the office of director of the Bank.

The detailed profile and additional information in respect of Sri. Thomson Thomas pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Secretarial Standard on General Meetings (SS-2), is given as Annexure to this Notice.

The Nomination and Remuneration Committee of Board and Board of Directors recommends the resolution in relation to the appointment of Sri. Thomson Thomas as Non-Executive Independent Director of the Bank as set out in item No. 2 for approval of the Members by way of a Special Resolution.

Save and except Sri. Thomson Thomas and/or his relatives none of the Directors and Key Managerial Personnel or relatives thereof are, in any way, concerned or interested financially or otherwise in passing the resolution set out at Item No. 2.

Memorandum of Interest:

The Directors who seek the appointment/ change in terms of appointment may be deemed to be interested in the respective resolutions.

By Order of the Board of Directors

Sd/-

Jimmy Mathew

Company Secretary

Place: Thrissur,

Date: May 06, 2026

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

Annexure A

Additional information on Director seeking appointment/ change in terms of appointment through this postal ballot dated May 06, 2026, as required under SEBI (Listing Obligations and Disclosure Requirements) and Secretarial Standard - 2 issued by the Institute of Company Secretaries of India.

  1. Sri. Jose Joseph Kattoor (DIN: 09213852)
Name of the Director Sri. Jose Joseph Kattoor (DIN: 09213852)
Date of Birth and Age 28/06/1963, Age: 62 years 10 Months
Designation/category of the Director Non-Executive Part Time Chairman (Independent Director)
Nationality Indian
Date of First Appointment on Board July 18, 2024
Qualification BSc, PGDRM (MBA) from IRMA, LLB (Gujarat University), CAIIB, AMP (Wharton)
Brief Resume including Experience Sri. Jose Joseph Kattoor (DIN: 09213852), aged 62 years, have an extensive work experience in the Reserve Bank of India (RBI), for a period of more than 32-years. He retired as Executive Director of RBI in June, 2023. He has retired from the service after heading four Departments as Executive Director, viz. Enforcement Department, Corporate Strategy Department, Currency Department and Human Resource Department of RBI. His academic credentials include BSc degree, PGDRM(IRMA), LLB, CAIIB, AMP(Wharton). Presently he is acting as Independent Director at Receivables Exchange of India Ltd (RXIL) and Arohan Financial Services Limited and he is also playing role of Senior Consultant on regulatory matters to a top legal firm. Further he is also acting as Advisor in regulatory matters to M/s. Shriram Capital Private Limited, M/s. Hero Fincorp Limited and M/s. GMO-Z.com Payment Gateway India Private Limited.
Nature of his expertise in specific functional area Sri. Jose Joseph Kattoor possess a diverse and robust skill set tailored to the position's requirements. He brings extensive experience in banking, having worked at the Reserve Bank of India (RBI) from 1991 to 2023, where he headed key departments including the Enforcement

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| | Department, Corporate Strategy Department, Currency Department, and Human Resource Department, as well as gaining experience in the Supervision and Public Debt Office. His comprehensive background in risk management, regulatory functions, and corporate governance makes him well-suited for effective oversight and strategic planning.

Sri. Jose Joseph Kattoor’s academic credentials, including a BSc, LLB, CAIIB, and AMP from Wharton, provides a solid foundation in legal expertise and strategic planning. His PGDRM from the Institute of Rural Management, Anand (IRMA), and certification in SME Finance for Bankers from the Indian Institute of Banking and Finance (IIBF) demonstrate his specialized knowledge in agriculture, rural economy, and small-scale industry. Additionally, his tenure in the Financial Inclusion and Development Department (FIDD) of RBI for over two years and his experience with the Kerala Milk Marketing Federation Ltd (KCMMF)(MILMA) for over four years, where he was closely associated with the planning of Operation Flood initiated by the National Dairy Development Board in Kerala, underscore his deep understanding of agricultural and rural economic development. |
| --- | --- |
| Directorship in other Companies | 1. Receivables Exchange of India Limited (RXIL)
2. Arohan Financial Services Limited |
| Names of listed entities in which the person also holds the Directorship and the membership of Committees of the board | Nil |
| Directorship in listed entities from which director has resigned in the past three years | Nil |
| Membership of Committees in other Companies | Receivables Exchange of India Ltd (RXIL):
• Audit Committee – Chairman
• IT Strategy Committee of Board- Chairman
• Nomination and Remuneration Committee- Member

Arohan Financial Services Limited:
• Risk Management Committee of Board- Chairman |

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• Nomination and Remuneration Committee-Member
Shareholding in the Bank as on May 06, 2026. Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the Company Nil
Details of the remuneration last drawn Particulars Amount (in Rs.)
Sitting fee for attending Board and committee meetings 28,80,000.00
Fixed Remuneration (Paid during FY 2025-26 for his term as Non-Executive Independent Director for the FY 2024-25) 11,26,575.00
Honorarium (from 23.03.2026 to 31.03.2026 during his term as Chairman during FY 2025-26, being proportionate amount as detailed in the explanatory statement for Item No. 1 which forms part of this notice of postal ballot) 60,483.77
Total (FY 2025-26) 40,67,058.77
Number of Meetings of the Board attended during the year 12 out of 12 meetings held during the Financial year 2025-26.
Chairman/member of the committee of the board of Directors of this Company Management Committee- Chairman
Nomination & Remuneration Committee- Member
Risk Management Committee – Member
Stakeholders Relationship Committee- Member
IT Strategy Committee- Member
Corporate Social Responsibility Committee – Member
Capital Planning & Infusion Committee- Chairman
Details of the skills and capabilities required for the role and the manner in which the proposed person meets such Skills and capabilities required: Banking, Risk, Law, Agriculture and Rural Economy
Sri. Jose Joseph Kattoor possess a diverse and robust skill set tailored to the position's requirements. He brings

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| requirements (for Independent Directors) | extensive experience in banking, having worked at the Reserve Bank of India (RBI) from 1991 to 2023, where he headed key departments including the Enforcement Department, Corporate Strategy Department, Currency Department, and Human Resource Department, as well as gaining experience in the Supervision and Public Debt Office. His comprehensive background in risk management, regulatory functions, and corporate governance makes him well-suited for effective oversight and strategic planning.

Sri. Jose Joseph Kattoor’s academic credentials, including a BSc, LLB, CAIIB, and AMP from Wharton, provides a solid foundation in legal expertise and strategic planning. His PGDRM from the Institute of Rural Management, Anand (IRMA), and certification in SME Finance for Bankers from the Indian Institute of Banking and Finance (IIBF) demonstrate his specialized knowledge in agriculture, rural economy, and Small-Scale Industry. Additionally, his tenure in the Financial Inclusion and Development Department (FIDD) of RBI for over two years and his experience with the Kerala Milk Marketing Federation Ltd (KCMMF)(MILMA) for over four years, where he was closely associated with the planning of Operation Flood initiated by the National Dairy Development Board in Kerala, underscore his deep understanding of agricultural and rural economic development. |
| --- | --- |
| Terms and conditions of appointment/reappointment including remuneration | As detailed in the explanatory statement for Item No. 1 which forms part of this notice |
| Justification for appointment and skills and capabilities required for the role and the manner in which the proposed person meets such requirements | Sri. Jose Joseph Kattoor possess a diverse and robust skill set tailored to the position's requirements. He brings extensive experience in banking, having worked at the Reserve Bank of India (RBI) and he is a person of integrity and holds qualifications, extensive knowledge and rich experience in the field of Banking, Risk, Law, Agriculture and Rural Economy. The appointment of Sri. Jose Joseph Kattoor as Non-Executive Part-time Chairman of the Bank, as approved by the RBI, is in best interest of the Bank. |

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SOUTH INDIAN Bank EXPERIENCE NEXT-GEN BANKING

2. Sri. Thomson Thomas (DIN 06948598)

Name of the Director Sri. Thomson Thomas (DIN 06948598)
Date of Birth and age 25-05-1959, Age: 66 years 11 months
Nationality Indian
Designation/category of the Director Independent Director
Date of first appointment on Board March 23, 2026
Qualifications Chartered Accountant
Brief Resume including Experience Sri. Thomson Thomas is Chartered Accountant with 39 years of experience and Principal Partner of Elias George & Co, Chartered Accountants. Has served as Statutory Central Auditor to three banks and has led audits of several large and reputed corporate groups across India.
Nature of his expertise in specific functional area Chartered Accountant with 39 years of distinguished experience in Banking, Finance, Corporate Audit, Corporate Taxation, Risk Management, and Corporate Governance. Has served as Statutory Central Auditor to three banks and has led audits of several large and reputed corporate groups across India. Possesses deep and hands-on exposure to key regulatory frameworks including RBI, SEBI, the Companies Act, and the Income-tax Act. Has successfully handled complex tax litigations for some of the leading companies in Kerala, providing strategic and practical solutions. Recognised for strong professional judgment, independence, and a governance-focused approach to financial oversight and risk management. Currently, the Principal Partner of the leading Firm of Chartered Accountants, M/s. Elias George & Co., Chartered Accountants, Kochi.
Directorship in other Companies Nil
Names of listed entities in which the person also holds the directorship and the membership of Committees of the board Nil

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Directorship in listed entities from which director has resigned in the past three years Nil
Membership/ Chairmanship of Committees in other Companies Nil
Shareholding in the Bank as on May 06, 2026 Nil
Relationship with other Directors, Manager and other Key Managerial Personnel of the company Nil
Details of the remuneration last drawn Sitting fee for attending Board and committee meetings;
FY 2025-26 Rs. 80,000/-
Number of Meetings of the Board attended during the year 1 out of 1 meeting held during Financial year 2025-26 during his tenor.
Chairman/member of the Committee of the Board of Directors of this Company Audit Committee Member
Management Committee Member
Risk Management Committee Member
Special Committee for Monitoring and Follow up of Frauds. Member
Customer Service Committee Member
Review Committee of The Board on Wilful Defaulters Member
Details of the skills and capabilities required for the role and the manner in which the proposed person meets such requirements (for Independent Directors) Skills and capabilities required: Finance and Accountancy. Sri. Thomson Thomas is Chartered Accountant and Principal Partner of Elias George & Co, Chartered Accountants. He is qualified Chartered Accountant with 39 years of distinguished experience in Banking, Finance, Corporate Audit, Corporate Taxation, Risk Management and Corporate Governance. He served as Statutory Central Auditor to three banks and has lead audits of several large and reputed corporate groups across India. He possesses deep and hands on exposure to key regulatory frameworks including RBI, SEBI, the Companies Act, and the Income Tax Act. He has successfully handled complex tax litigations for some of the leading companies in Kerala, providing strategic and practical solutions. He is

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recognised for strong professional judgement, independence, and a governance-focused approach to financial oversight and risk management.
Terms and conditions of appointment/reappointment including remuneration He is eligible for sitting fees for attending the Board and its Committee Meetings as approved by the Board subject to the provisions of the applicable laws and payment of compensation by way of fixed remuneration up to a maximum ₹20,00,000/- (Rupees Twenty Lakh Only) per annum based on profitability at the end of each financial year as approved by the Shareholder at the 95th Annual General Meeting held on August 24, 2023.
Justification for appointment and skills and capabilities required for the role and the manner in which the proposed person meets such requirements The Board of Directors of the Bank is of the opinion that Sri. Thomson Thomas is a person of integrity and considering his qualifications, extensive knowledge and rich experience in the field of Finance and Accountancy, appointment of Sri. Thomson Thomas is in the interest of the Bank. His association would be of immense benefit and value to the Bank and, therefore, the Board recommends his appointment as an Independent Director to the Members.

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